END USER AGREEMENT, TERMS, AND CONDITIONS

THIS END USER AGREEMENT (the "Agreement") made effective as of the registration of the Brownie Points Card (the "Effective Date"):

BETWEEN: BROWNIE POINTS INC., a Federally incorporated body, having its place of business at St. John's, in the Province of Newfoundland and Labrador, Canada, ("Brownie Points"),

AND: MERCHANT, any and all corporations/businesses having entered into a licensing and services agreement with Brownie Points to use the Brownie Points System, ("The Merchant"),

AND: END USER a customer of the Merchant ("The Customer"),

(each a "party," and collectively, the "parties").

RECITALS

WHEREAS:

A. Brownie Points is the provider of a reward point system that includes software, hardware, and accompanying card system, applications and processes that provide, among other things, a system which allows for the efficient tracking and management of client loyalty points redeemable at a client's place of business, as described in the annexed Exhibit A (the "Brownie Points System");

B. The Merchant has engaged the Services of Brownie Points to provide the Brownie Points System to their Customers;

C. The Merchant desires to utilize the Brownie Points System to provide a customized rewards program for their Customers, at Approved Locations, as well as the ability to manage their own Brownie Points Account to adjust rewards and to track Customer usage, in exchange for a monthly membership fee paid by the Merchant;

D. The Customer desires to obtain a Brownie Points Card and begin collecting reward points from The Merchant, using the system provided by Brownie Points;

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. In addition to certain other terms defined in the Recitals to this Agreement, the following terms shall have the following meanings, respectively:

"Ancillary Agreements" shall mean collectively this Agreement, the Services Agreement and any other agreements which may be necessary.

"Approved Location" shall mean a client's business location that has been approved by Brownie Points an appropriate location to install and use.

"Confidential Information" of a party shall mean any and all confidential or proprietary information retained in any format or medium of, or concerning, such party (including its Affiliates, customers and clients), including without limitation trade secrets, commercial, financial, technical information, pricing, customer or client lists, software, technology, programs, procedures, data, documents, computer information and databases, business plans, architecture documents, budget forecasts, business arrangements, information regarding specific transactions, financial information and estimates, and long-term plans and goals. Confidential Information of Brownie Points shall also include without limitation the Documentation, the Data and all other information relating to the Brownie Points System. Confidential Information shall exclude information that a Receiving Party can demonstrate was (a) at the time of such disclosure to the Receiving Party already in (or thereafter enters) the public domain other than as a result of actions of the Receiving Party or its Personnel in violation hereof; (b) rightfully known to the Receiving Party prior to the date of disclosure to the Receiving Party; (c) independently developed by the Receiving Party without any use of or reference to the disclosed information as demonstrated by company documentation; or (d) received by the Receiving Party on an unrestricted basis from a source unrelated to any party to this Agreement and not under a duty of confidentiality to the other party.

"Dispute" shall mean any dispute as between the Customer and the Merchant with respect to collected points or the Brownie Points System.

"Documentation" shall mean that portion of the Brownie Points System consisting of all user guides, operation manuals and descriptions in connection with any aspect of the Brownie Points System.

"Brownie Points Card" shall mean that portion of the Brownie Points System consisting of the smart card described in Exhibit "A" annexed.

"Brownie Points Software" shall mean that portion of the Brownie Points System consisting of the software developed and protected by Brownie Points to allow the Brownie Points System to function.

"Brownie Points App" shall mean that portion of the Brownie Points Software which the Customer and Merchant will interact with at the Approved location, or through their mobile device.

"End Users" shall mean the Customers and Clients of the Merchants accepting the terms and conditions herein who interact with the Brownie Points System for the purpose of collecting rewards points with The Merchant.

"Fees" shall have the meanings set forth in Article IV.

"Infrastructure Hardware" shall mean that portion of the Brownie Points System consisting of the infrastructure hardware described in Exhibit "C" annexed.

"Intellectual Property" means intellectual property of whatever nature and kind, including all domestic and foreign trademarks, business names, trade names, domain names, trading styles, logos, patents, trade secrets, industrial designs and copyrights, whether registered or unregistered, and all applications for registration renewals, modifications and extensions thereof, and inventions, formulae, product formulations, processes and processing methods, technology and techniques, know-how, trade secrets, research and technical data, studies, finding, algorithms, instructions, guides, manuals and designs, in all cases whether patented and patentable and whether or not fixed in any medium whatsoever.

"Membership Fee"shall mean the fee that is charged on an annual basis for The Merchant's use of the Brownie Points System

"Membership / Member"shall mean the Customers who agree to the terms and conditions of this Agreement for the term set out herein.

"Personal Information" shall mean all information that is about an identifiable individual pursuant to any laws or regulations related to privacy or data protection that are applicable to Brownie Points, including without limitation any information that constitutes "personal information" as such term is defined, from time to time, pursuant to the Access to Information and Protection of Privacy Act (NL) and the Personal Information Protection and Electronic Documents Act (Canada).

"Personnel" shall have the meaning set forth in Section 5.1.

"Brownie Points Services" shall have the meaning set forth in Section 2.1.

"Term" shall have the meaning set forth in Section 3.6.

Section 1.2 Exhibits. The following are the exhibits delivered separately, initialled by the parties for identification, incorporated in this Agreement by reference and deemed to be a part hereof, namely:

Exhibit A: Description of the Brownie Points System

Exhibit B: Services Agreement between the Merchant and Brownie Points

Exhibit C: Description of Brownie Points Hardware/Software

ARTICLE II

BROWNIE POINTS SERVICES

Section 2.1 Brownie Points Services. Subject to the terms and conditions of this Agreement, The Merchant shall provide a loyalty rewards program to the Customer based on a point collection concept (brownie points, at their Approved Locations, using the Brownie Points Software and Hardware which has been supplied to the Merchant subject to the licensing and services agreement with Brownie Points (the "Brownie Point Services") and said Agreement is Annexed hereto as Exhibit "B";


Section 2.2 Collection of Brownie Points. The Customer shall collect points through the Brownie Points System on a "per transaction" basis, not based on value of a transaction. The Brownie Points System shall record and maintain the collected points of the customer;

Section 2.3 Redemption of Brownie Points. The Merchant shall honour the redemption of brownie points from the Customer, provided the reward sought by the Customer is offered by the Merchant through the Brownie Points System;


ARTICLE III

MEMBERSHIP


Section 3.1 Membership. The Customer agrees to become a member of the Brownie Points System by virtue of acquiring and using a Brownie Points Card and through interacting with the Brownie Points App. Each Customer shall register their Brownie Points Card and membership through the Brownie Points App before acquiring any brownie points.

Section 3.2 Use of Brownie Points Card and Brownie Points App. The Brownie Points Card shall be usable at any client of Brownie Points offering the Brownie Points System, through the use of the Brownie Points App. Points collected are specific to each Merchant and are not transferable to another business's rewards program through the Brownie Points System. For clarity, points earned at Merchant XYZ cannot be redeemed for a reward at Merchant ABC, however the Brownie Points Card and Software will keep track of the Customer's earned points at each Merchant separately and simultaneously. The Brownie Points Card and App shall only be used at an Approved Location so long as the Merchant remains a client of Brownie Points.

Section 3.3 Rewards. The loyalty rewards which Customers may collect upon redeeming earned Brownie Points are offered by The Merchant to the Customer. Brownie Points does not provide any rewards directly to Customers, nor does it have any obligation to provide rewards advertised or promised by Clients to Customers. For further clarity, The Brownie Points System, consisting of the Brownie Points Card and Brownie Points App provides the necessary software and hardware for the Merchant to provide their own reward incentives. Any rewards offered and claimed through the use of the Brownie Points System remains an obligation as between The Merchant and the Customer.

Section 3.4 Registration of Members. Upon acquiring a Brownie Points Card a customer shall register their account with Brownie Points, through the Brownie Points App, either on their mobile device or using the Brownie Points hardware at the Approved Location. Once a Customer has registered a Brownie Points Card to their name, this allows for The Merchant or Brownie Points to retrieve the Customer's information, including the balance of collected Brownie Points. If the Brownie Points Card is lost or misplaced the Customer will have the ability to have a new card created with access to their ongoing points collection data.

Section 3.5 Cash Value of Points. The Brownie Points are not redeemable for any cash value.

Section 3.6 Term of Membership. The term of membership in the Brownie Points System by the Customer shall endure until such earlier time as (a) The Merchant terminates their Licensing and Services Agreement with Brownie Points or (b) the Customer cancels and terminates their membership pursuant to Section 3.7 below or (c) The Merchant or Brownie Points cancel and terminate the Customer's membership pursuant to Section 3.7 below. Brownie Points do not expire, however, if a customer has a balance of Brownie Points with a Merchant at the time The Merchant terminates their relationship with Brownie Points, the said balance shall be lost with no redeemable cash value. Any dispute as to redemption of Brownie Points collected shall be between the Merchant and the Customer. If at any point Brownie Points alters the terms and conditions of this Agreement pursuant to Section 7.9, the Merchant and Customer shall be given an opportunity to accept the new terms and conditions on their next use of the Brownie Points System. If the Merchant or Customer do not accept the new Terms and Conditions, then the Customer's membership term and/or the Merchant's licensing term shall be terminated.

Section 3.7 Cancellation of Membership. The Customer may at their discretion cancel their membership with Brownie Points, however, any and all points collected shall be forfeited by the Customer upon cancellation. The Merchant and Brownie Points reserve the right to cancel a Customer's membership and void a Brownie Points Card, as well as the right to void collected Brownie Points, based on misuse or tampering with the Brownie Points System by the Customer.

Section 3.8 Site. The Customer may only use the Brownie Points Card at such locations as have been approved by Brownie Points and for which a Fee has been paid by The Merchant. Neither Brownie Points, nor The Merchant represent that every location The Merchant operates will allow for the collection or redemption of Brownie Points for rewards.

Section 3.9 Lost Cards. The Customer is solely responsible for safe guarding their personal Brownie Points Card. A Brownie Points Card can be used by anyone, and neither Brownie Points, nor the Merchant shall be responsible for any unauthorized use of a Brownie Points Card. In the event that the Customer loses a Brownie Points Card, or suspects a Brownie Points Card has been stolen, the Customer may at their discretion cancel and void that card through the Brownie Points App to prevent any unauthorized use of the card and or collected points. It is not the responsibility of Brownie Points or the Merchant to cancel lost or stolen cards.

ARTICLE IV


FEES

Section 4.1 Fees. There are no associated fees with Membership or use of the Brownie Points Card or Brownie Points App for the Customer. The Merchant has agreed to pay a monthly fee to Brownie Points to license and use the Brownie Points System.


ARTICLE V


CONFIDENTIALITY AND PRIVACY

Section 5.1 Confidentiality. Each party agrees that, during and after the Term, such party shall maintain in confidence all Confidential Information of the other party, and shall not, unless expressly agreed to by the disclosing party in advance of such disclosure, disclose any Confidential Information to any third party, or use any Confidential Information for any purpose whatsoever except as contemplated by this Agreement. In maintaining the confidentiality of Confidential Information of the other party, each party shall exercise the same degree of care that it exercises with its own Confidential Information and in no event less than a reasonable degree of care. Without limiting its obligation to maintain the confidentiality of the Confidential Information of the other party, each party shall use commercially reasonable efforts to ensure that each of its directors, officers, employees, independent contractors, subcontractors, consultants and agents (collectively, "Personnel") holds in confidence and makes no use of any Confidential Information of the other party for any purpose other than those permitted by this Agreement. Each party shall use its best efforts to ensure that no person other than its Personnel shall have access to Confidential Information of the other party without the prior written consent of the other party, and shall restrict access to such Confidential Information to those of its Personnel having a need for access thereto.

Section 5.2 Exceptions. The obligation of confidentiality contained in this Agreement shall not apply to the extent that either party (the "Receiving Party") is required to disclose Confidential Information by law, order or regulation of a governmental agency or a regulatory authority having jurisdiction over that party or a court of competent jurisdiction; provided, however, that such party shall not make any such disclosure without first notifying the other party and allowing the other party a reasonable opportunity to seek injunctive relief from, or a protective order with respect to, the obligation to make such disclosure.

Section 5.3 Unauthorized Disclosure. Each party acknowledges and confirms that the Confidential Information of the other party constitutes proprietary information and trade secrets valuable to the other party, and that the unauthorized use, loss or outside disclosure of such Confidential Information shall cause irreparable injury to the other party. Each party shall notify the other party immediately upon discovery of any unauthorized use or disclosure of Confidential Information, and shall cooperate with the other party in every reasonable way to help regain possession of such Confidential Information and to prevent its further unauthorized use. Each party acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information of the other party and that the other party shall be entitled, without waiving other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. Each party shall be entitled to recover reasonable legal fees for any action arising out of or relating to a disclosure of Confidential Information of such party by the other party.

Section 5.4 Return of Information. Without prejudice to any other rights provided herein, upon termination of this Agreement, each party shall return to the other party all Confidential Information of the other party in its possession or control or, with the permission of the other party, destroy such Confidential Information, including any copies or reproductions thereof in any format or medium, with the exception of any information collected through the Brownie Points System which is not directly linked to any party's Confidential Information, however does provide data with respect to anonymous usage.

Section 5.5 Privacy. The parties agree to comply with all privacy and data protection laws, rules and regulations that are or may in future be applicable to this Agreement (it being understood that if laws, rules or regulations are enacted or amended after the signature of this Agreement, the Brownie Points System may have to be modified and/or enhanced to comply with the same, in which case, the parties shall enter into good faith negotiations to identify the scope of the modifications and/or enhancement required, the feasibility and the fees associated with such modifications and/or enhancements). It is understood and agreed by the parties that Brownie Points may collect from The Merchant/Customer, use and/or disclose Personal Information obtained by The Merchant in providing the Services or in determining the success of the Brownie Points System. Except as expressly stated herein, Brownie Points agrees not to use (other than for its own internal needs) and/or disclose and/or sell Personal Information to any other person or entity.

Section 5.6 Loss of Data. Brownie Points shall have no liability for, and The Merchant shall indemnify Brownie Points against, any injury or loss arising or resulting from disclosure or loss of data or information caused by or related to unauthorized entry or access to the Brownie Points System installed at any of the Approved Locations except to the extent caused by the failure of the Brownie Points Software to perform the functionalities set forth in Exhibit A. In addition, The Merchant agrees to maintain a secure internet connection for the protection of all data collected and used by the Brownie Points System.

Section 5.7 Use of Data. The Merchant agrees that it will not use any information collected from their Customers through the Brownie System for any purpose besides assessing the success of the Brownie Points System, or adjustments to the current reward/loyalty offerings by The Merchant, or for general internal business analysis. The Merchant expressly agrees to not sell or distribute any Personal Information collected by their customers or clients obtained through the Brownie Points System.


ARTICLE VI

Representations, DISCLAIMERS AND LIMITATION OF LIABILITY


Section 6.1 Mutual Representations. Each party hereby represents and warrants to the other party as follows:

(a) Due Authorization. The execution, delivery and performance of this Agreement by such party have been duly authorized by all necessary actions by such party.


(b) Due Execution. This Agreement has been entered into by the parties upon the Customer acquiring a Brownie Points Card from a Client or Brownie Points and registering the card using the Brownie Points App.

Section 6.2 Disclaimer. Except as expressly set forth in this Agreement, Brownie Points makes no representations or warranties, either express or implied, with respect to the Brownie Points System, including without limitation any implied warranty of merchantability or fitness for a particular purpose, or arising from course of performance or course of dealing, or that the Brownie Points System will provide error-free or uninterrupted functionality. Furthermore, Brownie Points repeats that it is not responsible for lost cards, and any loss incurred by the Customer or Client as a result of that loss including unauthorized use of the card or use of the associated collected points.

Section 6.3 Limitation on Liability. Notwithstanding any other provision contained herein, in no event shall Brownie Points be liable for any of the following arising out of or related to this Agreement: (a) special, indirect, incidental, punitive, consequential damages or loss of profit, loss of data, business interruption, loss of use, loss of revenues whether in contract or tort, even if Brownie Points has been advised of the possibility of such damages, including but not limited to any claims made by Customers for redemption of points collected against The Merchant through the Brownie Points System; and (b) except for breach of the confidentiality and privacy obligations set forth in 5.1, any damages, losses or injuries under any claim or theory of action whatsoever under the Ancillary Agreements.


ARTICLE VII

MISCELLANEOUS and general contract provisions


Section 7.1 Governing Law and Venue. In any action or proceeding arising out of or relating to this Agreement or for recognition or enforcement of any judgment arising out of or relating to this Agreement, this Agreement shall be governed by and interpreted in accordance with the laws of the Province of Newfoundland and Labrador and the federal laws of Canada applicable therein and each of the parties hereto agrees irrevocably to conform to the nonexclusive jurisdiction of the courts of such Province.

Section 7.2 Entire Agreement. The Ancillary Agreements constitute and embody the entire agreement between the parties regarding its subject matter, supersedes all prior proposals, agreements and understanding between the parties, whether oral or written, and may not be amended or modified in any respect except by written instrument signed by the parties hereto. The execution of this Agreement has not been induced by, nor do any of the parties rely upon or regard as material, any representations or writings whatever not incorporated herein and made a part hereof. The exhibits referred to in this Agreement are incorporated herein to the same extent as if set forth in full in this Agreement. In the event of any inconsistency between any exhibit and the main body of this Agreement, the terms and conditions of the main body shall prevail unless otherwise expressly provided to the contrary in such exhibit.

Section 7.3 Currency. Unless otherwise provided for herein, all monetary amounts referred to herein shall refer to the lawful money of Canada.

Section 7.4 Headings for Convenience Only. The division of this agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

Section 7.5 Gender. In this Agreement, words importing the singular number shall include the plural and vice versa, and words importing the use of any gender shall include the masculine, feminine and neuter genders and the word "person" shall include an individual, a trust, a partnership, a body corporate, an association or other incorporated or unincorporated organization or entity.

Section 7.6 Calculation of Time. When calculating the period of time within which or following which any act is to be done or step taken pursuant to this Agreement, the date which is the reference date in calculating such period shall be excluded. If the last day of such period is not a business day in St. John's, NL, then the time period in question shall end on the first business day following such nonbusiness day.

Section 7.7 Legislation References. Any reference in this Agreement to any regulation, order or act of any government, governmental body or other regulatory body shall be construed as a reference thereto as amended or reenacted from time to time or as a reference to any successor thereto.

Section 7.8 Electronic Transmission. The parties agree that this Agreement may be transmitted by facsimile or such similar device and that the reproduction of signatures by way of telecopy or electronic mail in personal document format (PDF) devices will be treated as binding as if originals, and each party undertakes to provide the other party with a copy of this Agreement bearing original signatures forthwith upon demand.

Section 7.9 Changes to the Terms. Brownie Points reserves the right to unilaterally and in their sole discretion change or alter this End User Agreement from time to time. Brownie Points shall inform the Merchant and End User of any changes by posting the updated Agreement on the Brownie Points website, and through an email notification which shall ask the Merchant and End User to review the changes to the terms. The continued use of the Brownie Points System after the time the changes are communicated as set out in this section will indicate the Merchant and End User's acceptance of the End User Agreement, including those changes.


IN WITNESS WHEREOF, by selecting "I agree to the Terms and Conditions" and clicking "Accept" the parties have caused this Agreement to be executed, or executed by their respective duly authorized officer, effective as at the Effective Date.



EXHIBIT A


Description of Brownie Points System


The Brownie Points System consists of various components (both software and hardware) together provide Brownie Points' clients (Merchants) a system to provide loyalty rewards to their Customers. The Brownie Points System is a card based system which tracks customer visits who then collect "brownie points" based on those visits. Brownie points are then redeemable at The Merchant's business for rewards. The system is managed by the Merchant so that they may set the type of rewards available and the amount of points disbursed per visit. The Brownie Points Card will be useable at any place of business currently licensing the Brownie Points System, however, the Points collected at one Merchant's place of business are not redeemable at another Merchant's place of business. The Brownie Points System keeps collected Points Separate based on the Merchant providing the points.


For the purpose of this Agreement, The Brownie Points System is comprised of the following components:

  1. Brownie Points Hardware
    1. Tablet computer and Charger Cord
    2. Stand for Tablet
    3. Card Stand
    4. Cards (250 initially which will be refilled as needed)
    5. Lock for Stand
    6. Stickers and other Marketing Materials
    7. Instruction
  2. Brownie Points Software
    1. Brownie Points App
    2. Back-end programs which organize and record point collection and statistic information

EXHIBIT B


[Services Agreement annexed]


EXHIBIT C


Description of Brownie Points Hardware/Software


Hardware:

The Brownie Points Hardware consists of a tablet and stand provided by Brownie Points to the Merchant which allows for the Merchant's Customers to interact with the Brownie Points App, thus allowing for the collection and tracking of points. The Merchant and Customer may also access the Brownie Points App via their own hardware (tablet, Smartphone, etc.) provided that Brownie Points offers a compatible App for the device.


Software

The Brownie Points Software consists of a user interface App and back end Software. The App allows for interaction between the Merchant, the Customer, and the back end software which tracks the collection of points for each Customer and provides the Merchant with a Customer's balance to enable them to honour the rewards offered.



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SERVICES AGREEMENT

THIS SERVICES AGREEMENT (the "Agreement") made effective as of the electronic acceptance of this Agreement (the "Effective Date"):

BETWEEN: BROWNIE POINTS INC., a Federally incorporated body, having its place of business at St. John's, in the Province of Newfoundland and Labrador, Canada, ("Brownie Points"),

AND: THE MERCHANT, acorporation/business having its primary place of business in Canada, ("The Merchant"),

(each a "party," and collectively, the "parties").



RECITALS

WHEREAS:

A. Brownie Points and the Merchant have entered into a Licensing Agreement allowing for the Merchant to use the reward point system (with the exception of third party Hardware user interface) that includes software and accompanying card system, applications and processes that provide, among other things, a system which allows for the efficient tracking and management of Merchant loyalty points redeemable at a Merchant's place of business, developed by Brownie Points (the "Brownie Points System");

B. In exchange for a Fee and other consideration in the Ancillary Agreements, Brownie Points agrees to provide the services described herein to the Merchant. Such services shall be provided for the Term of the Licensing Agreement which shall be accepted and agreed to by the parties at the time of accepting this Agreement.

C. The Merchant desires to utilize the Brownie Points System to provide a customized rewards program for their Customers, at Approved Locations as well as the ability to manage their own Brownie Points Account to adjust rewards and to track customer usage, in exchange for a monthly Licensing fee;

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


ARTICLE I

DEFINITIONS AND EXHIBITS

Section 1.1 Definitions. In addition to certain other terms defined in the Recitals to this Agreement, or throughout the Agreement, this Agreement shall have the same defined terms as set out in the Licensing Agreement attached hereto.


ARTICLE II

TERMS OF SERVICE

Section 2.1 Software. As a component of the Brownie Points System, Brownie Points shall provide to the Merchant App based software which allows for both the interface with the Merchant's customers, as well as allowing for the Merchant to manage and customize the Brownie Points System to their business needs.

Section 2.2 Hardware. As a component of the Brownie Points System, Brownie Points shall provide to the Merchant a tablet device, at Brownie Points' sole discretion, which shall act as the device that the Merchant's customers shall interact with to access their Brownie Points membership and manage their point collections at the Approved Location.

Section 2.3 Liability for Hardware. The Merchant has sole responsibility for all hardware while it is in their possession and control, having been delivered by Brownie Points to the Approved Location. Any damage to the supplied tablet shall be the responsibility of the Merchant, with such repair or replacement at their cost.

Section 2.4 Training. Brownie Points shall provide introductory training materials with the Merchant which shall outline how to operate the Brownie Point System so that the Merchant can properly use and customize the system to the rewards and points desired, as well as so that the Merchant can properly advise their customers how to use the system.

Section 2.5 Troubleshooting. Brownie Points shall provide telephone and online support for the Merchant in troubleshooting any problems or issues arising either from hardware interface or software provided during regular business hours in Newfoundland and Labrador.

Section 2.6 Ancillary Agreements. This Agreement shall apply in conjunction with the Ancillary Documents and all such obligations and rights set out in any of the documents shall apply.

Section 2.7 Alteration and Amendments. Brownie Points may alter the terms of this Agreement in their sole discretion. If the Merchant declines to accept any new terms or amendments, the Licensing Agreement is terminated, and the Merchant must adhere to the termination clauses located therein.

Section 2.8 Updates. The Merchant shall ensure that the Brownie Points App and associated software is updated as required. Brownie Points shall provided notice to the Merchant via email when a new update is available for download.

Section 2.9 Changes to the Terms of Service. Brownie Points reserves the right to unilaterally and in their sole discretion change or alter this Services Agreement from time to time. Brownie Points shall inform the Merchant of any changes by posting the updated Services Agreement on the Brownie Points website, and through an email notification which shall ask the Merchant to review the changes to the terms. The continued use of the Brownie Points System after the time the changes are communicated as set out in this section will indicate the Merchant's acceptance of the Services Agreement, including those changes.



ARTICLE III

FEE

Section 3.1 Fees. The Merchant agrees to pay to Brownie Points the Fees outlined in the Licensing Agreement in consideration for the services described herein.



ARTICLE IV

MARKETING AND LOGOS

Section 4.1 Brownie Points Logo. The Brownie Points logo and related packaging and visual appearance remains the property of Brownie Points, and shall not be altered, adjusted, changed, or disturbed in any way by the Merchant. Any marketing materials which reference the Brownie Points System, developed by the Merchant, shall include the official Brownie Points logo as supplied by Brownie Points.

Section 4.2 Brownie Points Cards. The Brownie Points cards remain the property of Brownie Points and shall not be altered by the Merchant in any way to change the appearance of the card, or to make it unrecognizable as a Brownie Points Card. Such alteration includes, but is not limited to the addition of a sticker to cover the face of the card with the Merchant's logo.


IN WITNESS WHEREOF, by registering an email with Brownie Points the parties have caused this Agreement to be executed, or executed by their respective duly authorized officer, effective as at the Effective Date.